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IGP - PATEL NAGAR COMPANY LAW-PRACTICE PAPER CS SANJEEV SAPRA

IMPORTANT TOPICS FOR IGP-CS STUDENTS APPEARING IN CS-EXE JUNE 2017 EXAMS

S.NO. CHAPTER NAME TOPIC

1. INTRODUCTION OF CO. a. Separate legal entity. b. Corporate veil, lifting or piercing of corporate veil under Co.

Act provisions - case study of Sir Dinshaw Manakjee Petit c. Illegal association

2.

TYPES OF COMPANY

a. Private company - status of employees and joint members in total number of 200 members.

b. One person co. c. Foreign companies d. Nidhi company e. Dormant co. g. Statutory corporations, their characteristics. - With case study of International Airport Authority

3.

PROMOTION &

INCORPORATION OF CO.

a. Definition/meaning/Liability of promoter. b. Is a director/officer/employee of the issuer a promoter? c. Procedure for incorporation of OPC & PRIVATE. Co. d. Punishment for incorporation of a company by furnishing

false or incorrect information. 4.

MOA & AOA

a. Name clause. - When the name of co. registered shall be undesirable. - Sec-4 & Case law of Buttercup and Atlas cycles. b. Alteration of - Situation clause - object clause and dissenting members. c. Doctrine of ultra vires d. Articles subordinate to memorandum. e. Entrenchment provisions. f. Legal effect of MOA & AOA. g. Doctrine of constructive notice & indoor management, with

case study of Royal British Bank.


5.

CONTRACT & CONVERSION

a. Ratification and Legal effect of Pre Incorporation contracts - Kelner vs. Baxtor case. b. Conversion of Private company in public co.

6.

CAPITAL & FINANCING

a. Provisions for Issue of shares at discount, premium Utilisation of securities premium account.

b. Preferential issue u/s-62 c. Further issue of capital, u/s-62 d. Sweat equity shares and ESOP

7.

ALTERATION OF CAPITAL

a. Provisions relating to alteration of capital (Sec-61). b. When capital stands automatically increased? c. Provisions of buy back with prohibition. d. Diminution of share capital.

8.

PRIVATE PLACEMENT & PROSPECTUS

a. When invitation is deemed made to public? Case studies: - Rattan Singh v. MD Moga Transport Co.

- Govt. Stock and Other Securities Investment Co. Ltd. v. Christopher

- South of England Natural Gas and Petroleum Co. Ltd

b. Provisions relating to Private placement (Sec-42). c. Offer for sale d. Untrue / Mis-statement in prospectus and remedies available

to allotee e. Variation in terms of prospectus e. Short Notes: - Deemed Prospectus - Shelf Prospectus - Red Herring prospectus - Personation

9.

DEBT CAPITAL

a. Provisions for borrowing powers of directors and limits on

it (Sec-179 & 180). b. Ultra vires and Intra vires borrowings with case studies


c. Provisions for issue for debentures and DRR. (Section-71) d. Doctrine of indoor management and its case laws as given

in my notes. (Royal British bank, V.K.R.S.T Firm v. Oriental Investment Trust Ltd.)

f. Debenture Trustee.

10.

CHARGES

a. - Fixed & Floating Charge - Crystallization & Satisfaction of charge b. Case studies of charges (all given in my notes) c. Postponement of charge d. Registration of charge and effect of non- registration.

11. ALLOTMENT OF SECURITIES

a. Principles and provisions for allotment. b. Legal effect of share certificate.

12.

MEMBERSHIP IN COMPANY

a. Modes of acquiring membership. b. Minor as member c. Provisions of Register of member (Sec-88) with case M.F.R.D.

Cruz. d. Place for keeping register member. e. Rights of members f. Dissenting shareholder.

13.

TRANSFER &

TRANSMISSION

a. Co./Directors right to refuse transfer. Remedies for refusal b. Difference between transfer & transmission. c. transfer to minor d. Forged transfer e. Transposition of name

14. INSTITUTION OF DIRECTORS

a. Section - 149 - Minimum and maximum no. of directors b. Section – 161 Casual/alternate directors etc. c. Director elected by small shareholders. c. Appointment of directors to be voted individually (S-162) d. e. Right of persons other than retiring directors to stand for

directorship (Section 160) f. Disqualifications for appointment of director (Sec-164) g. Resignation of director, consequence in case all director

resigns.


h. Vacation of office of director. h. Removal of directors (Sec-169)

15.

INDEPENDENT DIRECTOR

a. Definition and appointment of Independent director. b. Tenure on Independent director, filing intermittent vacancy.

c. Role and functions of independent director.

16.

BOARD & ITS POWERS

a. Distribution of powers of directors and company. b. Provisions for meeting of board by video conferencing.

Matters not to be dealt by video conferencing c. Quorum d. Audit committee e. Powers of directors and restrictions. Section – 179 & 181 f. interested director u/s 184 g. Related Party transactions. Sec-188 h. Loans to directors and employees. Section-185. i. Prohibition on Forward dealing and insider trading of

Securities Sec-194,195.

17.

KMP

a. Definition of KMP b. Appointment of MD/WTD/Manager Sec—196 & Schedule-V

with case laws given in notes. c. Provisions relating to Managerial remuneration in case of

profit and inadequacy of profit or loss. d. Company Secretary and Secretarial audit.

18.

GENERAL MEETINGS

a. AGM - calling, day, time, place, extension etc Sec.- 96 b. EGM – Calling by members/time Sec.-100 c. Validity of general meeting d. Notice period Sec.-101 e. Proxies. Who can and maximum no. of proxy one can hold

Sec.-105 f. E-Voting at general meeting, applicability u/s 108 g. Difference between OR and SR Section-114 h. Resolutions passed at adjourned meeting


i. Resolutions & Agreements to be filed with the ROC. S -117. j. Minutes Of Meetings Sec-119. k. Report on AGM

19. LOANS AND INVESTMENTS BY COMPANIES

a. Loans and Investments by Companies. Sec.-185 Sec.-186 Sec.-187

20.

DEPOSITS

a. Deposits under the Act. And what is not deposit. b. Eligible co. Sec- 76 c. Conditions for accepting deposits u/s 73(2). d. Limits on maturity period and amount on deposits. e. Maintenance of liquid assets/Deposit redemption reserve. f. Deposit trustee. g. Deposit insurance.

21.

ACCOUNTS AND AUDIT

a. Inspection of books of account. sec. 128 b. Financial statements, sec. 129 c. CSR sec. 135 d. Internal audit d. Term, reappointment and rotation of auditor. sec. 139 Powers of auditors sec. 143 e. Branch audit and cost audit

22. DIVISIBLE PROFITS AND DIVDENDS

a. Declaration of dividend. Sec. -123 b. Difference between Interim and Final dividend b. Dividend In Case Of Absence Or Inadequacy Of Profits. c. Unpaid dividend account.

23. BOARD’S REPORT AND DISCLOSURES

a. Board report. sec. 134 b. Signing of the board’s report and liability for mis-statement. c. Directors responsibility statement.

24.

REGISTERS FORMS AND

RETURNS

a. Statutory books/registers b. Register Of Members Section – 88 c. Minutes Books Section – 118 d. Annual Return Section - 92 e. Register of directors

a. Purpose and powers of ROC to call for inspection. Sec.– 206


25. INSPECTION AND INVESTIGATION

b. Investigations Section – 209 c. SFIO Section – 211-212 d. Powers of Inspectors e. Preparation by a company secretary to face investigation.

26.

MAJORITY RULE AND MINORITY RIGHTS

a. Shareholder’s democracy. b. Businesses which can be transacted at shareholders’ meeting

only. c. The Principle of Non-interference (Rule in Foss v. Harbottle)

its position in India and its exceptions. d. Provisions for Oppression and mismanagement. Case studies – Rajmundary Electric supply

- Shanti Prasad Jain

- Parasrampuria & ICICI bank

-

27.

PRODUCER COMPANIES

a. Producer co. and its registration procedure. b. Benefits to members. Sec-581-E

28. LIMITED LIABILITY PARTNERSHIPS

a. Partners and designated partners. b. Advantages & disadvantages of LLP c. Registration of LLP d. LLP for the professionals.

29. APPLICATION OF Co. law TO DIFFERENT SECTORS

a. Exceptions provided under companies act 2013 to specific sectors.

30. OFFENCES PENALTIES AND THEIR

COMPOUNDING

a. Officer who are in default [section 2(60)] b. Compounding of offence c. Punishment for fraud (section 447)

31.

WINDING UP

a. Is winding up and dissolution are synonymous? b. Modes of winding up. c. Grounds on which a company may be wound up by the

court. d. Case study: Shakti Agencies v. Manshuk Bhai Industries

32. STRIKING OFF NAME OF COMPANIES

a. Meaning and Procedure for striking off a company.With case b. Fast track exit (FTE) mode for Striking off. c. Procedure for getting Dormant co. status. d. Restoration of name. e. Vanishing companies


33. AN INTRODUCTION TO E-GOVERNANCE AND

XBRL

a. Organization of ROC offices under mca-21. b. Key benefits of MCA 21 project.

c. Digital signature certificates (DSC)

d. XBRL

34. DIFFERENCE a. MOA and AOA b. Doctrine of Ultra vires and Intra vires c. Body Corporate and LLP d. ESOS’ and sweat equity shares e. Difference between shareholder and member f. Final dividend and interim dividend g. Voluntary and compulsory winding up h. Member’s and creditor’s winding up i. Return and Annual report j. Voting by show of hands and Voting through Electronic means

MY BEST WISHES


PRACTICE QUESTIONS 1. Examine the following and say whether they are correct or wrong: (a) “No member can claim himself to be the owner of the company’s property during its

existence or in its winding-up”. (b) Body Corporate and LLP are same. (c) The term “body corporate” connotes a wider meaning than the term “company”. (d) Every member of an illegal association shall be personally liable for all liabilities incurred

in carrying on the business.

2. State the consequences in each of the following cases giving reasons for your answers:

(a) A Private Company has 210 members in total of which 10 are the employees of the company. 5 of these employees leave the employment of the company, does is violate conditions for private company?

(b) The members of a private limited company consist of ‘X’ and ‘Y’ who are also its directors. On 4th March, 2015 ‘A’ left India for a foreign business tour and on 28th March, 2015 he died abroad. On 1st April, 2015 ‘B’ purchased on credit rupees 50,000 worth of goods from ‘C’ on behalf of the company. ‘C’ now proposes to make ‘B’ personally liable for the payment of the debt. Is ‘B’ liable?

3. When an association of person shall be deemed illegal association under the Co. Act 2013.

4. Is Company a Citizen, National and Resident of a Country? Explain with relevant case laws.

5. Write short note on following: (a) Small Company (b) Associate company (c) Foreign Company (d) Nidhi company (e) Investment company

6. Which Corporations are treated as “State”? Explain the test laid down with decided case law.

7. "A promoter is not a trustee or agent for the company but he stands in a fiduciary position towards it." Discuss.

9. Mr. Right wish to carry business in corporate form, advice him the with provisions of Co. Law and steps, documents required to be taken for the formation of :

(a) Private limited company and (b) One Person Company


10. Punishment for incorporation of a company by furnishing false or incorrect information.

11. Explain the legal effect of the memorandum and articles.

12. Every person dealing with the company is deemed to have a “constructive notice” of the contents of its memorandum and articles. Comment.

13. “The articles may contain provisions for entrenchment.” Comment upon the statement and explain the significance of the entrenchment provisions.

14. What do you mean by doctrine of “Indoor Management” and its exceptions? Discuss with reference to decided case.

15. What is the importance of the objects clause of the memorandum of association? If a company undertakes to do anything which is not either expressly or impliedly provided for by the objects clause, what would be the consequences?

16. (a) State the circumstances under which a Private co. shall be converted in Public Co. Explain with procedure for conversion.

(b) Explain with procedure for conversion of Public Co. into private co.

17. Salman Khan, an Interior designer, entered into a contract with the company for the furnishing of the offices of the company. The company went into liquidation before it could obtain certificate of commencement of business. Can Salman claim in the winding-up for the price of the furniture supplied to the company?

18. “A company cannot ratify a pre-incorporation contract though it is open to it to enter into fresh contract” — Discuss.

19. Explain the provisions regarding Commencement of new business by an existing company.

20. PIZAA HUT LTD. wants to issue shares with differential voting rights, can it do so, explain the provisions and conditions.

21. Conditions for Issue of Sweat Equity Share.

22. Discuss the procedure for issue of further shares to existing shareholders under Section 62(1) of the Companies Act.

23. State the circumstances when reduction of share capital can be done without sanction of the court.

24. Mama Ltd. made an advertisement in news paper to invite application for purchase of remaining shares of a company. In this case directors were penalized for not complying with the requirements of filing a copy Prospectus thereof with Registrar of Companies. Do you agree with ROC decision, Comment with decided case.


25. Explain the circumstances of Misstatement and Liability for Untrue Statement in Prospectus and who is entitled to remedies?

26. Write short notes on: (a) Offer for sale (b) The Golden Rule Or Golden Legacy. (c) Prohibition of personation for acquisition etc. of securities (d) Deemed Prospectus

27. What are the restrictions imposed on the borrowing powers of the Board of directors? If a company Borrows beyond its powers, examine the remedies open to such creditor:

(i) When the money has not been spent; (ii) When the money has been spent to pay the debts of the company.

28. Write short notes on the following: (i) Intra vires borrowings (ii) Pari Passu clause in case of debentures (iii) Debenture Redemption Reserve Account?

29. Who is a debenture trustee? Why is it compulsory to appoint a trustee in connection with the issuance of debentures? What are the duties of a trustee?

30. What is the difference between debenture and a loan? Is fixed deposit a Debenture or Loan?

31. What is a convertible debenture? What are the provisions of the Companies Act, 2013 regarding convertible debentures or loans?

32. Enumerate the statutory provisions for their registration and condonation of delay. What are consequences of non-registration of charges?

33. State the circumstances under which certain charges may be void against the liquidator or the creditors of company.

34. Write short notes on: (a) Satisfaction of Charges (b) Postponement of charge. (c) Difference between mortgage and charge

35. A construction company’s washing machine which was in use at the site was declared under the terms of the contract to be the employer’s property during the period of construction. The Company wish to create fixed charge on it, but lender refused and said washing machine is movable property and it can create floating charge only. Suggest the company about your.


36. What is allotment? State the statutory provision regarding allotment? Can allotment be

made on an oral application?

37. Write short notes on: (a) Return of Allotment (b) Irregular Allotment (c) Minimum Subscription (e) Share certificate

38. Define a ‘member’. Distinguish him from a shareholder. In what ways a person can become and cease to be a member of the company?

39. Who can become a member of the company? Can the following persons or institutions

become member of a company: (a) Minor; (b) Company; (c) Partnership firm; (d) Foreigner; (e) Insolvent.

40. Where is the register to be maintained and who has to maintain it? Can a member have access to the register?

41. The name of SHARUKH is found entered in the register of a company. But SHARUKH

contends that he is not a member of the company. The company maintains that SHARUKH had orally agreed to become a member and hence his name was entered in the register and so he is a member. Is the contention of the company valid?

42. What are the individual and group rights of a member?

43. When does the liability of a member of a limited company become unlimited?

44. Write short notes on: (a) Register of members & Index of members; (d) Pre emptive rights of shareholder (c) Rights of Dissentient Members (d) Place of keeping and inspection of register of member

45. What do you mean by depository system and its benefits? Are all eligible securities required to be in the depository mode?

46. A and B each held half the issued capital of the company. The Articles provided “the directors may, at any time, in their absolute and uncontrolled discretion refuse to register any transfer of shares”. A died and his executor applied to have his shares registered in his name. B, who is director, refuses under the above mentioned provision of Articles. Can the Court come to the rescue of A’s executor?


47. What are the qualifications of a director? When is a person disqualified for appointment as a director of the company? What are the rules as regards disqualification of Directors?

48. Write short note on following: (a) Director elected by Small Shareholders (b) Appointment of directors to be voted individually (c) Proportional representation for appointment of directors

49. How can the directors be removed from the office before the expiry of their term?

50. Under what circumstances is a director deemed to have vacated the office of directorship?

51. Maximum and Minimum Number of Independent Directors in a company.

52. Briefly explain the role, function and liabilities of a Independent Directors.

53. State the circumstances where the general body of shareholders is competent to act even in matters delegated to the Board.

54. Provisions relating to Board meeting. How many meetings a company will be required to hold in the year of incorporation, if a company is incorporated in the month of December?

55. Matters can and canot be dealt through video conferring at the Board Meeting

56. Companies required to have mandatory women directors.

57. Write short note on Nomination and Remuneration Committee

58. Enumerate the legal provisions for Meetings of the Board and Passing of Resolution by Circulation.

59. Explain the following: (a) Disclosure of Interest by Director (b) “office or place of profit” “arm’s length transaction”

60. Discuss the role of Company Secretary as a statutory officer, as co-ordinator and as an administrative officer. And enumerate the duties and liabilities of a Secretary.

61. Explain the provisions regarding appointment of Managing Director, Whole-Time Director or Manager.

62. Company may pay managerial remuneration without limit. Comment.

63. What are the duties of a company secretary prescribed by the Rules made under the companies act 2013.


64. Explain type of General meeting held in company, and business which are transacted at such meetings.

65. Explain Notice of general meeting and Persons entitled to receive Notice.

66. General meeting with Shorter notice.

67. SUCCESS Ltd. issued a notice on 1st May, 2015 to hold its AGM on 24th May,2015. Check the validity of the notice referring to the provisions of the relevant act, in case it is sent by post.

68. The articles of association of Majnu Ltd. having 900 members as on cut off date, prescribe for physical presence of 9 members to constitute quorum of general meetings. Following are the status of persons present in a general meeting of Majnu Ltd to consider the appointment of MD. Check the quorum of the meeting.

(a) Mr. A, the representative of Governor of Maharashtra. (b) Mr. B & Mr. C are preference shareholders (c) Mr. D representing X Ltd. and Y Ltd. (d) Mr. E, Mr. F, Mr. G and Mr. H are proxies of shareholder

69. Annual General Meeting of a Laila Ltd. was scheduled to be held on 15.12.2015. Mr. A, a shareholder, issued two Proxies in respect of the shares held by him in favor of Mr. 'X' and Mr. 'Y'. The proxy in favor of 'Y' was lodged on 12.12.2015 and the one in favor of Mr. X was lodged on 15.12.2015. The company rejected the proxy in favor of Mr. Y as the proxy in favor of Mr. Y was of dated 12.12.2015 and thus in favor of Mr. X was of dated 15.12.2015. Is the rejection by the company in order?

70. A member of Wastebook Limited, appoints Mr. B as his proxy to attend the general meeting of the company. Later he (Mr. A) also attends the meeting. Both Mr. A (the member) and Mr. B (the proxy) voted on a particular resolution in the meeting. Mr. A's vote was declared invalid by the chairman stating that since he has appointed the proxy and Mr. B's vote has been considered as valid. Mr. A objects to the decision of the Chairman. Decide, under the provisions of the Companies Act, 2013 whether Mr. A's objection shall be taxable.

71. The Chairman of the meeting of a public company received a Proxy 68 hours before the time fixed for the start of the meeting. He refused to accept the Proxy on the ground that

the Articles of the company provided that a Proxy must be filed 58 hours before the start of the meeting. Decide, under the provisions of the Companies Act, 2013 whether the Proxy holder can compel the Chairman to admit the Proxy?

72. Success Ltd has 200 members, at its General meeting; a matter was to be passed by a special resolution. Out of 80 members present, 50 voted in favor of the resolution, 17


voted against it and 8 votes were found invalid. The remaining 5 members abstained from voting. The Chairman of the meeting declared the resolution as passed. With reference to the provisions of the Co. Act, 2013, examine the validity of the Chairman's declaration.

73. State the provisions under Co. Law 2013 in respect to Notice through Electronic Mode.

74. Write short note on following (a) Quorum for Meetings (b) Resolutions requiring Special Notice (c) Resolutions and Agreements to be filed with the Registrar (d) Maintenance of Minutes of Meetings

75. A shareholder having given proxy, personally attends and votes at the meeting.

76. At a general meeting, two joint holders voted on a resolution. Will the votes of both the joint holders be accepted?

77. Can any company pass some resolutions through postal ballot? If yes, what are the Rules in connection to it.

78. Every Annual General Meeting of a company shall be called on a day which is not a National holiday. Can an adjourned Annual General Meeting of a company be called on a National holiday?

79. Smart Ltd, wishes to make investments in shares of a company. The total investment exceeds the statutory limit stipulated by the Act. What are the formalities to be complied with in this regard?

80. What particulars are required to be entered in the Register of Loans and Investments?

81. What is a deposit? What is not a deposit?

82. Discuss the limits of accepting ‘deposits’ as prescribed under the Companies (Acceptance of Deposits) Rules, 2014 as amended up-to-date.

83. Explain the following (i) Eligible company (ii) Deposit Insurance (iii) Maintenance of liquid assets (iv) Creation of Deposit Repayment Reserve Account.

84. What are the legal requirements if a company wants to invite deposits from the public?

85. Write short note on: (a) Cost audit (b) Branch audit


86. What are the eligibility and qualification conditions of auditor?

87. Describe the procedure for the appointment of Statutory Auditor in a Govt. Company.

88. Explain the provisions for the term, rotation and reappointment of auditor.

89. State the provisions of declaration of dividend in Case of Absence or Inadequacy of Profits.

90. State the procedure for transfer of unpaid or unclaimed dividend to the Investor Education and Protection Fund.

91. Explain the law relating to declaration and payment of final dividend.

92. State the provisions for signing and dating of Board’s Report and disclosures to be made in it.

93. Write the provisions of maintenance, preservation and signing of the following registers: (a) Register of Members (b) Register of Director (c) Minute Book

94. What is the procedure for keeping the Register and Returns at a place other than the Registered Office?

95. Briefly explain the important returns which are required to be filed with the Registrar of Companies.

96. Write short note on Serious fraud Investigation office (SFIO)

97. What are the preparations to be made by a company secretary to face investigation.

98. Businesses which can be transacted at shareholders’ meeting only.

99. “A company is a democratic institution in whichthe majority have a right to control the company.”Do you support this statement? Give your comments in the rule laid down in Foss v. Harbottle.

100. The articles of a company provided for the taking of a poll at a general meeting of the company if so demanded by five shareholders. At a general meeting the Chairman, in breach of the articles, declined to take a poll. One of the shareholders brought an action on behalf of himself and other shareholders against the directors and company, seeking a declaration that decisions taken at the meeting were invalid and seeking an injunction to restrain their implementation. Are the shareholders competent to file the suit?

101. “Majority will have its way but minority must be allowed to have its say.” Discuss the above Proposition with reference to prevention of oppression and mismanagement?


102. Enumerate the powers of the Company Law Board to prevent oppression and mismanagement.

103. The objectives of Producer Company must satisfy the requirements laid down in Section 581B of the Companies Act, 1956. Discuss.

104. Discuss the Incorporation, membership and voting rights of member of Producer Company.

105. Write short notes on: (i) LLP Agreement (ii) LLP for the professionals

106. Explain the term designated partners.

107. Briefly explain the applicability of companies act to banking companies with respect to borrowings.

108. Under what conditions a Company may be wound up by the court? Who may file Petition for the Winding up?

109. What are the kinds of Voluntary Winding Up.

110. What are the circumstances under which a Company may be wound up voluntarily?

111. What do you mean by ‘striking off’? Who can apply for striking off name of?

112. “Striking off name of company is an alternative to winding up of a company subject to a statutory criterion specified under the section.” Explain the statutory criterion.

113. Explain Striking off name of company under FAST TRACK EXIT (FTE) mode by MCA.

114. Write short note on- (a) Inactive Company (b) Significant accounting transactions (c) Vanishing company

115. Companies which can’t be removed by registrar?

116. Explain organization of ROC offices under MCA-21 and key benfits of MCA-21 project.

117. Write short note on (a) Digital Signature Certificate (b) Pre-Certification of E-Forms (c) XBRL (d) XBRL Taxonomies

118. List the grounds where a Registrar can remove the name of a company from the register of Companies.

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